Common use of Special Right to Update Schedules Within Five Clause in Contracts

Special Right to Update Schedules Within Five. Business Days ----------------------------------------------------------- o Execution of this Agreement. The parties hereto acknowledge that the ----------------------------- disclosure Schedules delivered hereunder on the date of execution hereof may not be complete as they have not been fully reviewed by all persons listed on Schedule III hereof. Not later than five (5) business days following the execution hereof, Seller shall, to the extent necessary in its sole judgment in order to make the statements, representations and warranties contained herein true, correct and complete as of the date of execution hereof, deliver to Purchaser amendments, supplements or corrections (any such amendment, supplement or correction, an "Update") to all disclosure Schedules delivered to Purchaser concurrently with the execution hereof, in which case such updated disclosure Schedules, together with all disclosure Schedules delivered by Seller concurrently with the execution hereof, that do not require updating pursuant to this Subsection 5.7.2, shall constitute the disclosure Schedules delivered by Seller concurrently with the execution hereof for all purposes of this Agreement, including determining the accuracy of Seller's representations and warranties as of the date hereof. Purchaser shall have one (1) business day following the end of such five (5) business day period to accept or reject any Update, it being understood and agreed that Purchaser shall have no right to reject any information contained in any updated disclosure Schedule to the extent such information was set forth on the disclosure Schedules delivered concurrently with the execution hereof. Notwithstanding anything to the contrary contained in this Subsection 5.7.2, Purchaser shall have no right to reject any Update described in any updated disclosure Schedule to the extent that such Update, together with all such other Updates, shall not have a Material Adverse Effect upon the Subsidiaries (as determined by the parties in good faith within one (1) business day following the end of such 5 business day period). If such Updates shall result in a Material Adverse Effect upon the Subsidiaries, or if the parties hereto fail to agree within one (1) business day following the end of such 5 business day period as to whether such Updates result in a Material Adverse Effect upon the Subsidiaries, then either party may terminate this Agreement by giving the other written notice thereof within one (1) business day after such determination or failure to reach such agreement.

Special Right to Update Schedules Within Five. Business Days ----------------------------------------------------------- o of -------------------------------------------------------------- Execution of this Agreement. The parties hereto acknowledge that the ----------------------------- disclosure --------------------------- Schedules delivered hereunder on the date of execution hereof may not be complete as they have not been fully reviewed by all persons listed on Schedule III hereof. Not later than five (5) business days following the execution hereof, Seller shall, to the extent necessary in its sole judgment in order to make the statements, representations and warranties contained herein true, correct and complete as of the date of execution hereof, deliver to Purchaser amendments, supplements or corrections (any such amendment, supplement or correction, an "Update") to all disclosure Schedules delivered to Purchaser concurrently with the execution hereof, in which case such updated disclosure Schedules, together with all disclosure Schedules delivered by Seller concurrently with the execution hereof, that do not require updating pursuant to this Subsection 5.7.2, shall constitute the disclosure Schedules delivered by Seller concurrently with the execution hereof for all purposes of this Agreement, including determining the accuracy of Seller's representations and warranties as of the date hereof. Purchaser shall have one (1) business day following the end of such five (5) business day period to accept or reject any Update, it being understood and agreed that Purchaser shall have no right to reject any information contained in any updated disclosure Schedule to the extent such information was set forth on the disclosure Schedules delivered concurrently with the execution hereof. Notwithstanding anything to the contrary contained in this Subsection 5.7.2, Purchaser shall have no right to reject any Update described in any updated disclosure Schedule to the extent that such Update, together with all such other Updates, shall not have a Material Adverse Effect upon the Subsidiaries (as determined by the parties in good faith within one (1) business day following the end of such 5 business day period). If such Updates shall result in a Material Adverse Effect upon the Subsidiaries, or if the parties hereto fail to agree within one (1) business day following the end of such 5 business day period as to whether such Updates result in a Material Adverse Effect upon the Subsidiaries, then either party may terminate this Agreement by giving the other written notice thereof within one (1) business day after such determination or failure to reach such agreement.